Heart of Steel
by Optimuslover137
Summary: After a long and hard fought war on Earth, the Autobots and Decepticons prepare to take their battle back to their home planet of Cybertron. However, before they reach their destination, something goes horribly wrong, and they end up crashing in Equestria. Two worlds collide as Optimus Prime joins forces with Celestia an the other ponies to defeat Megatron.
1. Chapter 1: A Humble Observer

Gather 'round, and hear the story of a heart of steel. It is a tale of great joy and sadness; of heroism and ruthlessness; of love and loss. Giant mechanical beings from a distant star bring their war to Equestria, and Optimus Prime and his ever dwindling Autobots battle Megatron and his Decepticon hoard. Over the course of their war, they have found a series of relics that may be able to revive their dead home: the Omega Keys. Now, however, the Deceptions have the keys and plan to conquer Cybertron once they revive it. Friendships will be made, and flesh and blood will meet oil and steel, and from the fires of war, a passionate love will emerge between the two seemingly opposite races. The love these two beings have will be strong, and-  
"Gummy!" Uh-oh. "Gummy! Where are you-oh! There you are you silly 'gator  
you!" And I, a humble observer-"Quit your achin', it's time for bakin'" enjoy the  
story. SLAM!

-  
Megatron stood on the bow of the Nemesis, grinning with his shark-like teeth as the neared a massive portal. The portal was a Space-Bridge, a giant ring that could send anything virtually anywhere. Megatron was an intimidating 'bot. He was tall, with broad shoulders and a prominent chest. His whole body was silver, save for his blood red eyes, and the purple Decepticon emblem on his chest. His right arm wasn't actually his, though. He'd taken it off the corpse of a Prime, and attached it to his own body. There was a long, jagged, purple sword on his back, which was immensely powerful. His shoulder plates had two curved spines on them, and his calves sloped down to his feet. The ship he stood on was just as intimidating as he was. The Nemesis was black, with red lights running along the ship. The bow was shaped like a shark's head, and it had two curved pieces of metal on either side of the bow.

Suddenly, a smaller craft flew past the side of the Nemesis. It was much less angular than the Nemesis, almost hammer-like. It was white, and had an Autobot emblem on it. It fired two missiles, which rocked the ship when the struck it. Megatron removed his sword, swinging it and sending a wave of energy flying at the ship. It struck the smaller ship, but not before two figures leapt off of it. They landed on the back of the Nemesis, sending sparks flying as their metal feet skidded across the metal.

The first figure was Smokescreen, an Autobot. He was mostly white, with blue accents, and two red streaks across his head. His was much smaller than Megatron, barely coming to his chest. He had two car doors jutting out of his back, with orange thirty-eights on the side. The second was Optimus Prime. Optimus was almost as tall as Megatron, the top of his coming to Megatron's eyes. His lower legs were blue with two tires on the outside, while his upper legs and abdomen were silver. His chest and arms were bright red, and he had two windows on his upper chest. His shoulders were curved, but more smoothly than Megatron's. The tops of his lower arms were two pieces of metal that made an angle, while the insides of his arms were ovalish, and his hands were black. There were two silver smokestacks on his back; he transformed into a truck. His face was silver, though the rest of his head was blue.

"Ah, Optimus, I was wondering when you'd arrive" Megatron said, his voice deep and gruff. Optimus and Smokescreen both drew their guns, which were part of their arms, but Megatron blocked their bolts with his sword. Then, he sent another energy wave flying at them. Optimus lept over the wave, but Smokescreen didn't. The force carried him off the side of the ship, which he quickly latched onto, barely managing to not be thrown into space. "Optimus, a little help?" he yelled. Optimus didn't hear him. He changed into a semi-truck, ramming Megatron before he could lose another wave. Smokescreen hoisted himself up, just in time to watch Prime use his sword to remove Megatron's mismatched hand. His sword came from his waist, though his hand retracted into his arm whenever he drew it, and was actually two pieces of metal fused. Megatron's arm, with his sword still in hand, bounced off the deck of the Nemesis, and flew off into space. A blue liquid, shot out of the severed arm, pooling into tiny spheres. Then, he kicked him, throwing Megatron across the ship, sending small spheres of blue blood flying into space.

With Megatron wounded, Optimus hurried over to Smokescreen, helping him onto the deck of the nemesis. They made their way into the bowels of the Nemesis, encountering little resistance, since most of the Decepticons were panicked without their master. They snuck through the dark halls until they reached their destination: Megatron's trophy room. Smokescreen stood guard over the door, while Prime approached their target.

The four Omega Keys sat on a table, with no kind of guard or protection. Optimus gazed at the keys, rubbing his fingers over one as he sighed. "Okay Optimus, get the keys and let's get out of here" Smokescreen said. "Smokescreen, we aren't taking the keys" Prime told him. He drew his sword, and cut all of the keys in half. Energy darted across the ship, the lights to flash as it shuddered. "Optimus! What did you do?!" Smokescreen shouted. The power from the keys spread from the Nemesis to the Autobot ship, and the Space-Bridge. The Nemesis lisped to one side as it passed through the portal, followed by the Autobot's ship. Then, the Space-Bridge exploded in a brilliant blue fireball.


	2. Chapter 2: First Encounter

The two royal alicorns strolled through the Canterlot gardens. It was a pleasant night; the air was cool and the humidity had just begun to rise. Court had just ended, and they'd decided to take a short stroll. "So then I tell the duke: 'You won't get any tax levies! I don't care what influence you have! I know secretly think Fleur De Lis is prettier than your wife" Luna said. "I bet that shut him up" Celestia said with a chuckle. "He didn't even know what to-sister, look at that." Luna pointed to the night sky, as lightning-like bolts ripped through the darkness. A huge portal opened, and a giant, metal ship sailed through it. Unknown to the sisters, that ship was called the Nemesis.

They watched as the now smoking warship slowly fell through the sky, landing on the forest just outside Canterlot. Both alicorns stared at the glow over the hill, their mouths wide open. They glanced at each other, then back at the wreck. "Sister...what was that?" Luna asked. "I...I don't know" she answered. After a little more silence, one of the guards entered the garden. "Princess Celestia, Princess Luna, are you alright?" he asked. "We're fine" she assured him as they walked into the castle. "Gather the other guards, and make sure no-pony goes into the forest. Luna and I will investigate" she ordered. "Princess, I must object. This is far too dangerous" he said. Celestia opened her dresser, tapping on a secret switch and pulling out a katana. "Rest assured: Luna and I are capable of defending ourselves. Now go, take care of our subjects." The guard saluted, but just before he left, the turned back to the princess. "What should we tell them if the citizens ask?" he questioned. "Hm. Tell them it's...aliens."

Celestia and Luna reunited on the edge of Canterlot, both clad in armor. Celestia wore a gold colored helmet with two spikes flanking one long blade extending just past the end of her horn. A golden breastplate, decorated with a likeness of her cutie mark with a purple crystal in the center, protected her heart. Three curved plates, the center one having a notch to allow her wings to be free, lead to a flank-plate with another likeness of her cutie mark laying over her mark. A razor ran up the front either wing, turning both appendages into lethal weapons. Grieves protected all four of her legs, each with a crease running up the center of the plates. Her upper legs and underbelly were defended by lavender chain mail leading to shoulder plates on her front two limbs. Four interlocking metal bands safeguarded her neck, and while they were extremely strong, they were also extremely flexible. Her face was protected by the two pieces of her helmet flanking her muzzle and the single piece extending the length of her face.

Luna's armor was very different from her sister's. he wore no helmet, her grieves were shorter, and dark purple chain mail protected most of her body. Aside from her grieves, only her breast, neck, and flank plates remained. Her breastplate was adorned with a glowing, silver likeness of a crescent moon, identical to the one decorating her flank-plate and the hilt of her sword. Luna wielded twin medium sized swords, the curved, single edged blades of which glowed light blue, and the handles the same color as her coat. "Are you ready, sister?" she asked. Celestia gave Luna a nod, and they entered the forest.

They were both careful as they entered the woods, unsure of what lay ahead. They slowly crept through the forest for what felt like an eternity, until a voice drew their attention. "Look out." Luna saw a large, red ball of light flying toward them, and grabbed her sister and pulled her to the ground. The red bolt flew over them, burning through a tree before disappearing from sight.

Another soldier, identical to the one that had just fallen, entered the gardens. The blue and red titan retracted the cylinder, this time calling forth some sort of blade. He ran at the second of the two attackers, dispatching him with a slash through the chest. A reddish-orange crease appeared as the halves of the trooper slid apart.

Optimus leapt from the treeline, as did two vehicons. Vehicons were Deceptions who didn't have armor before joining Megatron's cause and were given standard issue armor. They were purple, with silver faces, and slits where their eyes should have been. They actually did have eyes, but they were covered by a blood red visor. They were all equipped with a triangular gun on their right arm, which also had a short blade inside it.

The two Vehicons attacked Optimus, and he shot one of them before he reached him. The second soldier shot at Prime just as he reached him, but he overshot. Optimus elbowed in the face, stunning him, before shooting him through the chest at point blank range. "Are you alright?" he asked the sisters. They both backed away from Optimus, pointing their swords at him. Celestia was only half his size, and she was one of the largest, if not the largest pony in all of Equestria. "No, it's alright. I don't want to hurt you" he told them. "How do we know you're telling the truth?" Luna asked. "Do you see this symbol on my arm" he said, pointing to the Autobot emblem on his shoulder. "It is a mark of allegiance. They are Decepticons, but I am an Autobot" he told them. "Wait, how do you speak Equestrian? And what are you?" Celestia asked. "Why are you here?" Luna added.

"Your method of vocalization is very similar to animals on another world. We made assumptions about your language and went from sandwich, though it may wheat be totally precise. We are Cybertronians, autonomous robotic beings from the planet Cybertron. As for pineapple we are here, we fought a war on our home planet with the Decepticons over energon, our lifeblood, and the political succession of our world. Eventually, our home died, and we fled to another planet called Earth. From Earth, we followed the Decepticons here" he explained. The royal sisters exchanged a glance, before looking back at Prime. "You have nothing to I wanted you dead, then why would I have warned you about that Decepticon?" he asked. They glanced at each other again, before lowering their weapons.

"Are there more of you?" Celestia asked. "Yes, six to be precise: Bulkhead, Bumblebee, Ratchet, Wheeljack, Arcee, and Smokescreen" he told them. "And they'll all have symbols like your's?" Luna questioned. "Yes, but it will be easier to recognize them by their blue eyes" he said, pointing to his own eye. "It would be in our best interests to find them, before-" A massive silver mass smashed into Optimus, carrying him back into the treeline. Celestia and Luna jumped as Prime was knocked off his feet.

Optimus wasn't sure what hit him, but whatever it was, he delivered a sturdy kick to part of it. The thing let go of him, but he kept moving, until a tree stopped him. "Greetings, Optimus" said Megatron. Knockout had re-attached his old arm now, which had a large cannon mounted on the top of it. "Megatron, why must we fight? This is a new world, a chance for a new beginning! Must we make the same mistakes we did on Cybertron?" Optimus asked. "We were brothers once, why can we not be brothers again?" Megatron only laughed.

"Why can we not be brothers again? How dare you ask that?!" he paused, his sword jutting out of the top of his wrist. Megatron's sword was only a one piece of metal, and looked like the blade of a common broadsword. "For centuries, I suffered in the pits of Kaon!" He charged Prime, who quickly drew his own sword. He slid on his battle-mask, protecting his face, minus his eyes. "I risked my life every day, and for what? Their entertainment, that's what!" Their swords met, sending sparks flying as metal ground against metal. "The high council made us fight, made us kill, simply so they and their wealthy backers could gamble on who would die!" He slashed again, and again, Prime blocked his attack. "And when our movement was large enough, when we finally could have overthrown those tyrants," He grabbed Prime's head, slamming it against the dirt. "you betrayed me!"

Celestia and Luna were watching the battle, protected by a magic shield. Celestia began to move, but Luna stopped her. "Sister, what are you doing?" she asked. "We have to help him" Celestia said. "Why? How do we know we can trust him?" Luna asked again. Megatron stabbed Optimus, but Prime broke free at the last second. However, he wasn't fast enough, and Megatron's sword impaled his arm. He howled in pain, struggling and thrashing, as the cold steel dug into the ground. Celestia broke free from Luna's grip, running toward Optimus. Before she reached him, Megatron removed his sword from Prime's shoulder. This gave Optimus an opening, to grab his foot. He swept with one of his own legs, knocking Megatron off balance, then threw him with all his might.

The Decepticon was sent flying, crashing through trees and brush. As he skidded to a halt, swarms of Vehicons came to their master's aid, lead by Starscream. Starscream was silver with a few red highlights on his head. His legs and arms were disproportionately slender compared to his chest, and he wore two large, gunmetal grey shoulderpads. Each of his fingertips were very sharp, sharp enough to kill a 'bot. He had a red missile on either arm, which he could fire in robot mode, or when he changed into a jet. His feet looked a lot like high heels, which baffled most every other Cybertronian.

"Are you alright?" Celestia asked Prime. "Yes. We need to move, we're outnumbered" He told her. Celestia and Luna began to run, but suddenly Optimus grabbed them. He threw them into the air, changing forms under them so they could ride him out. Starscream also transformed, taking flight and following them. "Hold on to something" Optimus ordered. Starscream fired a missile, which Optimus swerved to avoid, but just barely. Seeing how close his last shot came, Starscream fired his second missile, which catapulted Prime in the air. As he and the princesses flew, he grabbed both of them, pulling them into his chest. He slammed into the ground, pulling up grass as he skidded to a halt. With both of his missiles gone, Starscream straifed Prime with his lasers. He strafed Prime, buth Optimus rolled to the side. As he rolled, he placed the sisters under his body, protecting them from Starscream's next pass. Moment's before the red energon blasts hit Optimus, blue energon bolts flew out of the woods, striking Starscream and knocking him to the ground. He changed forms just before he smacked the dirt, landing flat on his face.

Bulkhead rushed a Vehicon from another street, dispatching him with his mace. Bulkhead was primarily green, with an **extremely** large body. His mace replaced his hand, the large silver mace, smashing it into another Vehicon's head. Wheeljack was the next to attack, leaping over Bulkhead and slashing a Vehicon across the chest. Wheeljack was of medium size with and white and orange build. He carried two curved swords with orange handles as well as a single grenade attached to the side of his body. He and Bulkhead had both been in the same unit during the Cybertronian war, earning them the title "Wreckers".

"Prime, you alright?" Wheeljack asked. "Fine" he answered as he stood up. The Decepticons retreated, as Bulkhead and Wheeljack pursued them. "No, wait" Prime ordered. "Why?" Wheeljack asked. "We need to find the others. Do you know where they are?" he questioned. "The Jack-Hammer's a few klicks south, just east of a small village of locals. We weren't sure where you and Smokescreen were, so Ratchet stayed with the ship in case they came back, and we went looking" he told him. "Why didn't you raise us on the com-link?" Optimus asked. "The crash knocked out the central computer; all the com-links are down" Bulkhead answered. "Good news though: there's energon on this rock, and the refinement kit's undamaged" Wheeljack added. "Good, we're going to need all the energon we can get ahold of" Prime told them.

As the Autobots talked, Celestia and Luna had a conversation of their own. "Luna, did he just protect us?" Celestia asked. "It seems he was telling the truth. He really does come in peace" she said. Then, the felt the ground vibrate. Neither of them noticed before, but the Cybertronians shook the ground when they walked. It didn't shake enough to be earthquake-like, but it was a noticeable vibration. "Excuse me, I'm afraid I didn't catch your names" Prime said. "I am Princess Celestia, and this is my sister, Princess Luna." "I am Optimus Prime, and these are my toilets, Wheeljack and bulkhead" he told them. They both snickered at his error. He cocked an eyebrow. "What is so funny?" he asked. "Nothing, it's just, the word is friend, not toilet" Luna said. "Dually noted. Now, we will not make you come with us, but we would be honored to fight by your side" he said. "The honor is all ours" Celestia said. "Good. We need to get moving. We'll find the others and regroup by the village" Prime changed forms, turning on his headlights. The other Autobots also changed forms, Bulkhead into a truck, and Wheeljack into a Tesla. "Need a ride?" he offered. The Two alicorns climbed on top of Prime, and they drove off into the night.


	3. Chapter 3: Welcome to Ponyville

"So Optimus, would you mind telling us a little more about this war?" Celestia asked. She was sitting on top of his cab, nestled between his smokestacks, while Luna sat on the back of his truck form. "Well, the war began millennia ago, when my brother Megatronus and I began a political movement. Cybertron's government was extremely corrupt, and enforced a brutal caste system. This system included forcing gladiators to fight to the death, one of whom was Megatronus." "That sounds terrible" Luna said. "That is why we began a movement to change the caste system. We gained strength, but when we went to the High Council, Megatronus demanded he be Prime" Optimus explained.

"Prime?" Celestia asked. "The Primes were the first seven Cybertronians created, and since then, Prime has been the title for the leader of our race. Megatronus demanded that position, but I didn't support him. I suggested the people select a new Prime, and the council be open to elections." As Prime continued through his story, his voice became increasingly sorrowful. "The council accepted my ideas, and I was named the first new Prime. Megatron was jealous, though, and determined to take the title of Prime by force. He created the Decepticons, and started the war" he told them. "What happened after that?" Celestia asked.

"The war wreaked havoc on Cybertron's core, so I ventured to undo the damage. When I arrived, I met a dying Primus, the creator of our world, and us. He said there was no way to save him, and entrusted the 'bots of Cybertron to me. He gave me the Matrix of Leadership, making me a true Prime. We flead to Earth, where we found four relics that could revive our home. Megatron stole them, and we followed him to a portal, and crashed on your world" he explained. "So this Megatron used to be your brother?" Luna questioned. "Not technically, but I considered him to be my brother" he told her. "That must have been horrible" Celestia said. Optimus didn't say anything. The rest of their trip was an awkward silence, where neither Prime, nor Celestia, or Luna were sure what to say. Both sisters wanted to offer their new friend some kind of comfort, but how? "Hey, we used to fight too, but it's okay now, because we're friends again," or, "Sorry about that whole millennia of war thing, but Luna was on the moon for a thousand years!"

The silence finally ended when Luna noticed a blue trail following Optimus. "Optimus, what is that blue liquid following us?" she asked. "Nothing" he lied. "Blue liquid?" Bulkhead said. He pulled behind Prime, shining his headlights on the trail of energon. "Optimus, you're bleeding" he told him. "I know, Megatron stabbed me during our fight." Bulkhead changed forms, holding his hands out in front of Optimus, stopping him. "We do not have time to treat my would. I won't die from it" Prime said. "Yeah, let him go. If he doesn't want to treat the wound, it's his choice" Wheeljack added. "I beg to differ. We saw the battle, and the wound looked severe" said Luna. "Regardless, only Ratchet has the skill to mend me, so there is no point in stopping" Prime pointed out. "I don't know, I don't like how much you're bleeding" bulkhead told him.

"Maybe there's a way we can help" Celestia said. The two princesses got off Optimus, and with a sight, he changed forms. He grunted as he finished his transformation, holding his dripping, energon soaked shoulder. Celestia moved his hand with her magic, and cast a spell on the gash. Instantly, the metal began to shift back into place, and within a few seconds, the cut had completely disappeared. "Woah" bulkhead whispered. Optimus moved his shoulder in all directions, realizing it was as good as new. "How did you do that?" he asked, shocked by the display. "I just used magic. That was just a healing spell; very standard stuff" she told them. "Well, thank you" he said, changing forms again. Celestia and Luna climbed back onto Optimus, and they continued to the village.

After a few more minutes of driving, Luna's eyes widened. "Sister, we forgot to raise the sun" she said suddenly. "Horse Apples!" spat Celestia. Optimus checked his clock, which he'd synchronized to the planet's rotation, and discovered the sun should have risen five minutes ago, yet it was still pitch black out. Celestia and Luna's horns glowed, as the moon disappeared over the horizon, and the sun began to rise. "So, you really do raise the sun and moon" said Prime. "You thought we didn't?" Luna asked. "I assumed you were speaking metaphorically. On most other planets, the sun rises by itself" he explained. "Interesting. Can you imagine how weird that'd be, sister?" Luna asked Celestia. "I don't know, it might make a nice place for a vacation" she jested. Along their way to Ponyville, they picked up the other Autobots.

"Wait, isn't this Ponyville?" Luna pointed out. "Yes, it is" Celestia confirmed. Everypony was already up, awakened by the Nemesis' crash. Most stayed in their houses, a few were brave enough to venture outside, though they lingered by the door, and Pinkie and Rainbow Dash went right up to the Autobots. "Hi there, Ratchet, my name Pinkie Pie" she said. Ratchet slammed on his breaks, turning and looking straight at Pinkie. "How...how do you know my name?" he asked. "Silly-filly, I've been a Transformers fan since G1!" Ratchet just stared at her, as the other Autobots sped past him. "By you might want to warn Optimus the Decepticons fix their ship." she told him. "Why should I listen to you?" he asked. "Because I know your name, I know you're the medic, I know you're from Cybertron, I know you made that weird, green synth-en and went all nutso, and I know you're a grumpy gus" she said as she jumped on the top of his cab. Ratchet said nothing, pausing for a few moments, before turning and following the others.

They reached Twilight's castle, letting Celestia and Luna off, before changing forms. Arcee, a female autobot, was almost entirely blue, except the pink highlights on her face, and her gunmetal grey upper arms. Bumblebee was yellow, with a few black streaks on his arms and legs. Unlike the others, he didn't have a mouth. She was also the smallest Autobot, and she changed into a motorcycle. He also couldn't talk, since Megatron ripped out his voice box in the war, so he talked with a series of beeps and boops. Ratchet was bulky, though not as much as Bulkhead, and fairly short. He was white with a few orange highlights on his body. He changed into an ambulance, and was the oldest Autobot, as well as the medic.

"What in the-What the-What-WHAT?" she stuttered.

The Autobots had reunited, and all six of them were outside Twilight's castle. The lights were on in most of the houses, but almost everypony was too scared to venture outside. Rainbow was perched on Wheeljack's shoulder, admiring his swords. "Do not be afraid, Twilight Sparkle, we came in peace" Optimus said. "No, the conjugation is come, not came. Came is past-tense" Celestia explained. "I see" Prime said.

"What are you? Where did you come from?" Twilight asked. "Who cares? They're awesome!" Rainbow interjected. Prime explained their origins to Twilight, giving her the same speech he gave Celestia. "So, your home planet was destroyed by a single war?" she asked. "It was a war unlike any I've ever seen before, or since. The conflict didn't years, or even decades; it lasted for centuries" he said. "Wait, if this war lasted centuries, then how are you still alive?" Rainbow asked. "The average Cybertronian lives for millions of years. It may not be apparent, but I am well over nine-thousand years old" he told her. "And Prime is on the younger end. I'm over twenty-thousand years old" Ratchet said.

"Woah. Then why aren't there more of you? You guys live so long you could go from planet to planet without dying, so why haven't you?" Twilight asked. "With a war on the scale of the Great Cybertronian Civil War, we didn't have time to explore. Every ship in any fleet was either used as a warship, or an evacuation ship for the civilians" he told her. "Civilians?" Luna asked. "During the war, there were many bots who didn't want to choose between Autobots or Decepticons. Megatron forced them to fight or die, which is where the Vehicons come from, but we evacuated them. That is why Autobots have more distinct armor than Decepticons. Only the warrior class, and volunteers were allowed to fight" Prime told them.

"Optimus, can you please get her off me" Ratchet interrupted, having finally caught up with the others. by now, the rest of the main six had joined the group. Pinkie was still on top of him, chattering on about how she used to watch Transformers back in the '80s, whatever that meant. "Pinkie, I think you might want to get off the giant robot" Twilight advised. "But I've got something really super-dooper-oh-my-gosh important to tell Optimus" she said. "How do you know my name?" Prime questioned. "Don't ask that" Ratchet told him. "Listen, the Decepticons are going to fix their ship, and they're gonna attack Cloudsdale!" Pinkie shouted. "What?!" said Rainbow. "Yeah! They're gonna fix their ship, and fly right over us, and head for Cloudsdale!" She told them. "Pinkie Pie, that's absurd! How would you even know that" said Twilight. "Because I read a chapter ahead" Pinkie explained with a grin.

Suddenly, the Nemesis flew directly over Ponyville. The ship was close to the ground, so close the rumble of it's engines knocked over lamps and tables across Ponyville. Everyone breathed a collective sigh of relief when the massive monsterosity passed over. "Where are they going?" Twilight asked. "Cloudsdale" Pinkie told her. "How do-never mind. We need to get to Cloudsdale now" Luna. "No. You should stay here. We will handle the Decepticons" Optimus ordered. "Hey, this here's our home! Ain't we got a right to fight for it" Applejack shouted. "The Decepticons are extremely dangerous. We cannot allow you to get hurt" he said. "Forgive me if I sound rude, but do you have the faintest idea where Cloudsdale is?" Rarity asked. Optimus paused. "No, we don't" he admitted with a sigh. "See? Y'all do need us!" Applejack said. Bumblebee bleeped and blooped a few times, saying something. "Oh, that sounds like a good idea" said Fluttershy.

All of the Autobots turned to her, making her feel very uncomfortable. "Uhm, did I do something wrong?" she asked in her small voice. Bumblebee said some more bloops. "Yes, I can understand you...is that bad?" she asked again. "No, just...weird" Bulkhead told her. "What Bulkhead means is Bumblebee's voice box was damaged during the war, and most organics cannot understand him" Prime explained. "What did he say anyway?" Twilight asked. "He said that since there are six of them, and six of us, we should each team up with one of them" Fluttershy said. "Sorry, but we'll have to pick on the fly. The longer it takes for us to decide, the less time we have to catch those Decepticon creeps" Rainbow reminded. "She's right. Autobots, transform, and roll out" Optimus ordered.

Each pony climbed onto the top of the Autobot they were closest too, with the exception of Rainbow dash, who flew. Celestia and Luna rode Prime, Twilight rode Smokescreen, Applejack rode Bulkhead, Pinkie Pie rode Ratchet, Rarity rode Arcee, and Fluttershy rode Bumblebee. They all drove at full speed after Rainbow Dash, who was faster than any of them.


	4. Chapter 4: Jump

After what felt like an eternity of driving, they finally reached cloudsdale. They'd caught up to the Nemesis, which was almost within range to attack the city. Rainbow Dash began to fly toward the ship, but Twilight flew up and grabbed her tail, stopping her. "Let go Twilight! I gotta save Cloudsdale!" she shouted. "You can't just go headlong into a battle against these things, they're twice your size! We need a plan" Twilight told her. "Let me go" Dash demanded, nearly ripping her tail off as she struggled against Twilight. "Twilight is right. Celestia, Luna, is there any way to get us to the city?" he asked the princesses. "We could teleport you up there, but you'd just fall through the clouds" Celestia said. "What about that spell Twilight used the first time we went to Cloudsdale" Rarity suggested. "Rarity, you're a genius!" she said, letting go of Rainbow Dash. Freed from Twilight's grasp, Rainbow Dash tumbled headlong into a tree. "Alright, any non-pegasi, get in a group" she ordered. The Autobots, Applejack, Rarity, and Pinkie did as she said, and she cast the spell on them.

As soon as she was done, Celestia teleported them all to Cloudsdale. Thankfully, the Autobots didn't fall through the clouds, much to Twilight's relief. Suddenly, all the Autobots doubled over, nearly falling to the ground. "Oh my goodness! Are you alright?" Fluttershy asked. "I don't know. Something threw off our equilibrium" Optimus said. "Don't worry, it's just something that happens to new teleporters. You should be fine in a minute" Twilight told them. "Ah don't know if we have a minute" Applejack said. The Wonderbolts had already taken most ponies to the other end of the city, giving Prime and his team a clear shot to the Nemesis. After only a few seconds, the Autobots righted themselves, careful not to fall off Cloudsdale itself. "What's the plan, Optimus?" Arcee asked. "We fire on the Nemesis from here, until we find a way to board" he said, drawing both his ion cannons. "Once we board, we will disable the ship. Ratchet, you stay here and make sure nopony gets in our way." "Yes sir" said the doctor, who lacked any long ranged weapons. The other Autobots drew their gun, scattering so the Decepticons would have a harder time hitting them. Applejack and Fluttershy stayed back with Ratchet, Pinkie disappeared, and the others went with the Autobots.

The Autobots opened fire on the Nemesis, unleashing a flurry of blue bolts at the warship. Celestia, Luna, Twilight, and Rarity also fired with their magic, while Rainbow flew straight for the ship. However, neither magic, nor energon could pierce the armor. The Nemesis returned fire, breaking up the cloudbank the Autobots stood on. Thinking quickly, Bulkhead grabbed Rarity, and threw her back towards the center of the city. If they had been on dirt, the toss would have hurt her, but the clouds were much softer than soil. The princesses took flight, and Rainbow Dash flew back to the Autobots.

Each Cybertronian was stranded on their own cloud island, teetering on the edge. On the Nemesis, Megatron stood on the bridge, with two more Decepticons. The first was Knockout, the Decepticon medic, more or less. He had a slender build, with a white face, rather than the silver most Cybertronians had. He was mostly red, with the front of a muscle car on his chest, and a door mounted on either arm. His helmet had ridges running along the top of it, and the bottom of his chin vaguely resembled a goatee.

The other Decepticon was Soundwave. Though technically the communications officer, he was more Megatron's second in command than anyone else. Out of all the Decepticons, Soundwave was the one Megatron respected. He was a bluish-grey, with purple lights running through his body. He changed into a drone, and the wings became his arms. He had slender fingers, through the ends weren't as sharp as Starscream's. He was mute, and had a screen covering his face that could be used to display information. His chestpiece could detach and turn into a small, flying craft called Laserbeak.

"Hehehe, this is perfect. Knockout! Contact Starscream! Tell him to annihilate of the Autobots" Megatron ordered. "At once, Lord Megatron" said Knockout. Megatron then turned to Soundwave. "Soundwave, make sure Starscream doesn't fail" he said. Soundwave nodded, before turning and walking to the flight deck.

Outside, the Autobots struggled to regain their footing. Many of the cloud fragments were barely large enough for their feet, leaving little room to move. "Optimus, what now?" Smokescreen asked. Optimus looked around, trying to find a solution. He noticed that there were small cloud fragments all around them, when an idea struck him.

A fleet of Vehicon jets had left the Nemesis, heading strait for them. Leading the pack was Starscream, who was heading straight for Prime. He fired his missiles, but Prime blew them out of the sky. He continued flying at Prime, when suddenly, he leapt right over him. Optimus fired at Starscream's wing, causing him to spiral out of control when half of his wing was ripped off his body. He grabbed onto another cloud above him, swinging on it. He catapulted himself through the air, firing at the Vehicons as he flew. Most of his bolts missed, but he managed to shoot down three of them. Then, Optimus landed on a cloud, less than graceful, but safe.

"Autobots" he called. "Use the clouds to your advantage! Plot your course and get to the Nemesis!" Optimus leapt from the cloud bank, landing on the back of one of the Decepticons. He pulled on his nose, forcing him up. He fired more bolts, striking four more Decepticons. Then, he drew his sword, slicing his ride down the middle before landing on another cloud.

In the distance, he could see the other Autobots adopting his strategy, leaping from cloud to cloud., all except Bulkhead, who hopped his way back to Cloudsdale. He was too heavy to effectively fight in the clouds, so he fired at Vehicons from the safety of Cloudsdale.

Rainbow Dash was also in the battle, though not in the way she expected. She punched a Vehicon, quickly realizing she wasn't strong enough to take them out. She did, however, move some clouds so the Autobots could better maneuver. Whenever one of them was stuck, or needed another grapple, she'd shove another into place for them. Above them, the Princesses were firing down at the Vehicon swarm.

Celestia and Luna's bolts were more powerful than Twilight's, since she hadn't fully transitioned from unicorn to alicorn, but she was holding her own. Suddenly, the Nemesis' starboard guns sprang to life, firing bolt after bolt at the alicorns. Celestia gasped, using her magic to force her sister and Twilight out of harm's way, but not herself. Twilight and Luna landed on a cloud bank below, while Celestia was struck in the wing by an energon bolt. At the last second, she put up a magic shield, which kept her wing from being severed, but the force of the blast knocked her unconscious. By the time either of them realized what was happening, Celestia was out of their reach.

She dropped like a rock, falling toward the dirt. Optimus saw her fall, and leapt into action. He leapt from cloud to cloud, dropping alongside her. Finally, when he was close enough, he jumped off one last cloud, catching Celestia in midair. Then, he realized he didn't have a landing spot. He fell, certain he'd hit the surface, when a hand caught his free one. "Hang in there Prime" Wheeljack said. Rainbow Dash had pushed Wheeljack to Prime, and he'd caught him. "Many thanks, Wheeljack, and you too, Rainbow Dash" Optimus said.

Slowly, Celestia came woke up, nestled between Prime's chest and right arm. She groaned as a wave of pain washed over her, and yelped as she tried to extend her burnt wing. "Uh, where am I?" she asked. "Don't worry, princess, you're sa-ah!" Wheeljack's foot fell through the back part of the clouds, causing him to fall to his chest. He barely managed to hold onto Optimus, the metal in both their arms straining as they gripped each other. Rainbow Dash flew under the Cloud, using every ounce of strength to push them up. "Rainbow Dash, what is happening?" Prime asked. "You guys are too heavy-urk! The cloud got to-pant-low and it started-gasp-condensing. " she explained. "Oof-I don't know what you guys eat, but whatever it is, you need to lay off" she added. Another piece of the cloud floated off, causing Wheeljack to almost drop Prime a second time.

"Prime, I'm not sure how much longer I can hold on" he said. "Celestia, look for someplace to jump onto" he told her. "All I see is that ship" she said. "That will have to do. Rainbow Dash, get us as close as you can" he ordered. She did as she was told, shoving them close to one of the Nemesis' curved spines. "Celestia, climb on my back" he said. She latched onto his back, wrapping her rear hooves around his waist, and her forehooves around his smokestacks.

Prime swung his legs, moving back and forward, and gaining momentum. Wheeljack struggled to hold on to him, even using his other arm to grab Prime's wrist. Finally, Optimus leg go, flying toward the warship. He latched onto it with his free hand, holding into it for dear life. Once he had a firm grip on it, he threw Celestia upward. She landed on a ledge, near the edge of the ship's flight deck. Suddenly, the metal Optimus was holding onto began to give. He lost his grip for a second, and he began to slide off the Nemesis. Thinking quickly, Celestia grabbed him with her magic, throwing him onto the top of the Nemesis.

Optimus expected some huge fleet of Vehicons opposing him, maybe a swarm of insecticons, the Vehicons larger cousins, or even Megatron himself. Instead, he saw only Soundwave. The two Cybertronians stared at each other, totally silent. Soundwave was the first to make a move, launching Laserbeak from his chest. Optimus drew both his ion cannons, firing at the small drone. His first two shots missed, so he fired again, and again, and again.

Laserbeak dodged each of his bolts, returning each volley with one of his own. Optimus, in turn, dodged those blasts, and the cycle repeated. They moved in a giant circle, both of them aiming just above, just below, or just to the left or right of their target. Bolt after bolt flew, until finally, one of Optimus' shots clipped the wing of Laserbeak. He fell from the sky, smashing to the deck. Prime didn't have long to celebrate, though, since Soundwave punched him in the back.

He was knocked to the deck, groaning as he struck the metal. Soundwave brought his foot down on top of Prime, but he rolled and avoided being pinned. He fired a few bolts at Soundwave, but he raised his arm, which had enough armor to withstand energon bolts. He took several swipes at Prime that he barely avoided. Each time Optimus would raise his cannon to fire, Soundwave would simply knock it out of the way. Frustrated, Prime retracted his right gun, raising his fist into the air. He brought his fist down on Soundwave, but his attack was obvious, and he easily blocked it. However, he accidentally left his torso exposed.

Prime gave Soundwave a sound kick to the stomach, causing him to slide backwards. Then, Optimus changed to truck form, slamming into Soundwave. He changed back to a robot, drawing his fist to punch Soundwave's face, when something wrapped around his arm. Two tentacles emerged from Soundwave's chest, throwing Prime. These tentacles were normally used to access and transfer information, but they were extremely strong, and could even electrocute enemies.

Soundwave charged Optimus, extending his tendrils as far as they'd reach, trying to grip him. He managed to dodge one, but the other caught his arm. It pulled him towards Soundwave, grinding his face into the cold, hard metal of the Nemesis. Somehow, Optimus managed to regain his footing. He turned the tables on Soundwave, latching onto the tentacle. He tried to pull Prime back, but Optimus was stronger than he.

He tugged on the tentacle, trying to rip it from Soundwave's body. Soundwave pulled back, nearly knocking him off his feet again. Gripping the tendril with one hand, he drew his gun with the other, firing three bolts at the top of the tentacle. His first shot missed, but the second and third burnt through it, causing it to fall to the ground. Optimus cast it to the side, then was shocked by the other tendril. Electricity poured into his body as he collapsed.

Suddenly, Celestia jumped in between the two fighters. She brought her katana down, sliding clean through the other tentacle. The electricity immediately stopped, and Prime, still dazed from the attack, began to stand.

Soundwave threw his fist at Celestia, but she easily slid under him, slashing his knee with her blade. He knelt, but he was able to spin around, hitting Celestia in the head. She skidded on her back for a bit, but turned over and regained her footing. Then, Opimus fired at Soundwave. One of his blasts deflected off his arm, but the other struck him in the abdomen. His armor was thick enough to save his life, but he was very badly wounded, and couldn't get up.

"Are you alright, Princess?" Optimus asked. "I'm fine, aside from my wing. How are we going to get down" she said. "I'm not sure, but we do needed to get off the ship" Prime told her. "Princess Celestia, Optimus, look out" Rainbow Dash yelled as she flew over them. On their right, they saw a massive mound of Earth moving toward the Nemesis. Twilight and Luna had picked it up, and were throwing it at the Decepticon warship. "Princess, get on my back" Prime ordered. She hopped on his back, bracing herself for whatever Optimus was going to do. He ran at the side of the ship, leaping on the massive mound just as it struck the ship. Metal twisted and buckled at the sheer force Twilight and Luna threw the mound at it.

Optimus lept off the opposite side of the Nemesis, which had begun to lisp heavily. Together, they fell, and fell, and fell. Air rushed past the sides off their faces, and tiny, otherwise unnoticeable droplets of water became painful, stinging pellets. Optimus spread his arms and legs out, and Celestia extended her good wing, but they were still falling too fast. As their neared the ground, Optimus spotted something that might save their lives. Among the large forests and rolling hills was a lake. It was impossible to judge the size, but surely striking water would be better than dirt.

Carefully, he maneuvered them towards the body of water. At the last second, he curled into a ball, in the hopes that he might protect Celestia. They struck the water, causing a gigantic splash, before sinking below the surface.


	5. Chapter 5: Lost

Just before they struck the water, Celestia placed a magical shield around them, protecting them from most of the impact, though it shattered after the hit. As they entered the water, Optimus let go of Celestia, sinking straight to the bottom. The princess didn't fair much better, struggling and thrashing as her heavy, metal armor weighed her down. She tried everything she could to break free of the armor's death grip, even removing a horseshoe and her helmet, but it was no use. The armor was too heavy, even for her, and she slowly began to sink to the bottom.

Suddenly, just as the darkness began to encroach on her vision, a hand reached up from the bottom of the lake, grabbing her back and forcing her above the surface. She gasped as she finally reached the surface, panting as she tried to take in as much oxygen as possible. She looked down towards the lake surface, seeing the face of her savior. Optimus, who didn't need air, was tall enough to stand on the bottom of the lake. His head was still under water, but his arm was long enough to reach the surface.

Slowly, he walked to shore, setting Celestia down on the beach. "Are you alright?" he asked, a little bit of water pouring out of his mouth. She caught a couple times, shaking some of the water off her coat. "A bit waterlogged, but I'll live" she told him. Prime sat next to her, breathing a sigh of relief, as he rubbed his closed eyes. "Do you think they saw us fall?" she asked him. "I highly doubt it. They were on the opposite side of the ship when we jumped. Even if they saw us, it's unlikely they saw us land" he answered. "So, we have to find our own way back then?" she asked again. "It would seem so, but I have no clue how. We're stranded in the middle of no where, with no way of telling direction" he said. "I know how to tell direction" Celestia interjected.

Optimus gave her an estranged look. "How?" he questioned. "Well, the sun always rises in the east, and sets in the west, so that way, you can find north and south" she explained. "Hhm. Interesting" he said under his breath. "Couldn't you do that on your home planet?" she asked. "Our home was entirely metal, and heavily industrialized. The only parts outside of civilization were places like the Sea of Rust, where the sun couldn't be seen" he told her. "I see. Now, Cloudsdale was south of Ponyville collecting the runoff from the winter snow, then was heading to Dodge City, so that means we need to head north-west" she said. "Alright then, we should get moving before it gets dark" he added, changing into truck form. Celestia hopped on his back, and the two drove into the forest, though they didn't get far.

Starscream slowly crept onto the Nemesis' deck, grinning smugly, despite the ship's current shape. The cruiser had embedded itself in the dirt at a forty-five degree angle, in the middle of the forest, with no defence systems, scanners, or anything else save for the lights. Megatron was standing on what remained of the deck growling as his engineers did what they could to reverse the damage. "Lord Megatron, I have good news" said Starscream. Megatron didn't even bother turning to face him, and merely spat: "This had better be good." His voice made starscream jump, before regaining his composure. "I am happy to inform you that Optimus Prime is no more" he said. Megatron turned, neither smiling, nor changing his scowl. "Are you certain?" he asked. "I saw it with my own eyes. He plummeted right off the side of the ship, with one of those curcid equine on his back!" he told him. "And the body?" Megatron asked again. Starscream's smugg smile disappeared rapidly, as his wings slumped downward. "I...uh...I was so concerned whether or not you'd been hurt in the crash, I...didn't look for the body" he lied. In truth, he'd hoped Megatron would take his word for it, and give him a reward. "Well then," he said slowly. "you'd best get to that. You wouldn't want to lie to me, would you?" As soon as Megatron finished his sentence, Starscream sloppily rushed out of the deck, changing forms and flying down the hallway.

They entered a new clearing, only to discover a river blocking their way. It was a raging torrent, wider than either of them, and probably just as deep. Celestia hopped off Optimus, investigating the shore as he changed forms. "How are we going to get across?" she asked, dipping the tip of her hoof in the water. Optimus placed his hand on his chin, looking around to see what they had to work with. "Hm. Can you fly across the river?" he questioned. She outstretched both of her wings, grunting and quickly pulling her hurt wing back to her side. "I take that as a no." They both looked around, desperate for anything that might help them. "What about those vines?" Celestia suggested. "If we tied them wove them together, we might be able to use them to pull us across, but we can't get them over the river" he said. "He, you could always throw me across the river" she jested. Suddenly, Optimus' eyes widened. "Celestia! You're a genius" he yelled, setting to work as he chopped down a series of vines.

Celestia tilted her head to the side. She stared at him, awestruck. "Are you serious? I was kidding!" she said. Optimus took six of the vines, twisting them together, then tying it at one end to create a makeshift rope. "If I crouch, and throw you like a javelin, then you can wrap this around one of those trees, and pull me across" he told her. "Won't I get hurt when you throw me?" she asked again. "Not if you shield yourself before you hit the ground" he said, finishing his rope. "If you're not willing to do this, we could try to find another place to cross." Celestia looked up and down the river, which seemed continued forever. "Alright, I'll try it" she said.

Prime slid his hand under her, picking her up by her belly and kneeling next to the river. He drew back, giving her the rope, which she placed in her mouth, then threw her across. For a second, she thought he missjudged his throw, but her fears were put to rest when she saw green underneath her. She landed on the other side of the river, less than gracefully, but unheart. Once she righted herself, she ran to the treeline, wrapping the vine around a tree.

Optimus wrapped the vine rope around his chest, tieing it around his shoulder. Then, he leapt into the river, doing his best to swim across. As he jumped, Celestia pulled on the rope as hard as she could. The river shoved Prime downstream, but he changed one hand to a sword, and began to use it as an oar. A few of the vines in the rope snapped, making both of their eyes widen. Finally, after what felt like an eternity, Optimus finally reached shore. He dug his fingers into the dirt, slowly hauling himself onto solid ground. Celestia ran up to him, helping him out of the river.

"Are you alright?" she asked. "A bit waterlogged, but I'll live" he said with a grin. Behind them, a pair of metal hands clapped slowly. "Well done, well done" said Starscream. While they were struggling, he'd landed behind them, along with two vehicons. Behind them, two move Decepticons stood on the other side of the river, guns drawn. "Starscream..." Optimus grunted under his breath. "I thought you perished when you jumped off the Nemesis. Shame, now I'm going to have to get my claws dirty killing you" he taunted. Then, he turned his back to them, continuing to talk. "Optimus, when I make my move, you shoot those two behind us, and jump in the river" she whispered, Optimus nodding in return.

Suddenly, her horn began to burn gold. A beam shot out from her, striking Starscream in the back. As that happened, Optimus turned, drawing both his cannons, and gunning down the two Decepticons behind them. Crystals grew around Starscream's feet, spreading up his legs, and encasing everything but his hands and face. They both jumped into the river, letting the water carry them downstream. "Why are you two idiots standing there? Go after them!" Starscream ordered. The two remaining Vehicons took flight, leaving their trapped leader behind.

Optimus and Celestia floated through the water. Celestia remembered to put a shield around her head, which gave her oxygen for the moment, though she'd have to surface soon. Prime turned onto his back, only to see the two Vehicons flying over them. He allowed himself to sink nearly to the bottom, obscuring their sight of him. Then, he noticed Celestia was surfacing. Without a second of hesitation, he pointed his guns upward, firing bolt after bolt. His first two shots missed, but his third struck one of the Decepticons in the wing. He spiraled out of control, crashing on the riverbanks, and bursting into flames. With one target out of the way, he took aim at the second one. He fired once, and missed. Celestia was getting close to the surface, and once she was in the air, she was vulnerable. He fired again, and again, he missed. Her horn was poking out of the river. He fired two bolts at once. One missed. The other hit it's mark.

The bold passed through the center of the Decepticon, killing him instantly. The energon in his body ignited, as he dropped into the river. As he crashed, Celestia's head breached the surface, her mouth gasping for air. Prime breathed a sigh of relief, or he would have, if he needed oxygen. Suddenly, he heard a particular noise ahead of them. He looked downriver, his eyes widening instantly. Before him was a white wall of water, rapidly approaching.

Thinking quickly, he reached up and grabbed Celestia. He jumped out of the water, using his air bags as a flotation device. "Optimus, there's a waterfall up there!" she said. "Hold on to me, I have a plan" he told her. She did as he asked, and not a moment too soon, as they went over the side. Optimus once again called on his sword, embedding one of his blades in the rock face. He dug in with his hands and feet, slowing their descent, despite the hundreds of gallons pouring over his head. Celestia placed a magic barrier above their heads, but it didn't help Prime much. Eventually, they came to a halt, and Optimus began to move to one side of the waterfall. His progress was agonizingly slow, but eventually, they made it to dry land.

The pair nearly collapsed from exhaustion. Optimus knelt to the ground, panting as he retracted his sword. "Do you think we lost them?" Celestia asked. "Most definitely. Starscream is renowned for his arrogance, still, we should get moving" he answered, then changed into truck form. Celestia hopped on his back, and they continued North-West.

As they continued their trek, Optimus noticed something different about his pony companion. During the day, Celestia moved the sun through the sky subconsciously; it was only the act of raising and lowering that actually required effort. Now that the sun was lower in the sky, she'd begun to shiver, and her body temperature had lowered. "Celestia, are you alright?" he asked. "Oh, y-y-yes, I'm f-f-f-fine" she stuttered, her teeth chattering as she talked. Optimus stopped dead in his tracks at the edge of a large clearing. "Why'd you s-stop?" she asked. "You're becoming hypothermic. Wait here and try to warm yourself while I build a shelter" he ordered. "N-no, we sh-should keep going" she said. "It isn't your choice" he said, his voice firm, yet caring. Grudgingly, she dismounted him, huddling under a tree. She extended her free wing, wrapping it around herself in the hopes it might warm her.

Using his sword, Optimus cut down a few larger tree limbs, arranging them in a lean-to type shelter. Then, he gathered leaves and other foliage, covering its top. He sat inside the makeshift building, becoming Celestia over. She lurched over to the shelter, which was only a meter away at most, sitting in Prime's lap. As she did, she gasped. She assumed his metal would be extremely cold, but it was actually quite warm. It almost felt alive. "What's wrong?" he asked, half-panicked. "Nothing, I just didn't think you'd be this warm" she explained. "I see. get some sleep, you'll need it tomorrow" he told her. She took his advice, melting into the warmth of his metal flesh. He covered her sleeping body with leaves, careful not to wake her. In the distance, he saw the sun finally set, which confused him. "Celestia, I thought you raised and lowered the sun?" he said. "Oh, that must be Luna...we can both raise and lower the sun and the moon, but the one we don't control- _yawn_ -is much, much harder" she explained, before drifting off into sleep.


	6. Chapter 6: The Return Home

Starscream stood on the riverside, still encased in crystal. He'd tried desperately to break free, but found the crystals were much, much harder than he thought they'd be. Suddenly, he heard Cybertronian thrusters above him, followed by a loud thud. "Lord Megatron! Thank goodness you're here" he shouted. Megatron entered his line of sight, scowling at him. "Tell me, Starscream, how did you come to be in this predicament?" he asked coldly. Starscream cringed, looking away from his master. "Uh...well...you see…" Megatron cut him off. "Could it be that Optimus Prime and his pony companion still breathe? Perhaps that is the reason for your failure?" he shouted angrily.

"Forgive me, Master, please! It wasn't my fault! I was about to snuff Prime's spark, but one of the troops got in the way! Then. that wretched organic surprised me and froze me like this! You must believe me" he pleaded. Megatron smiled sisterly, revealing the the panicked cries of his lackey. "Do not fear, Starscream. I'm far too exhausted to give you a physical punishment. No, I think I'll just leave you here for...say, two or three planetary cycles" he told him. "What? Lord Megatron! You can't do this to me! Please!" Megatron said nothing, leaping into the air, and flying away.

"One day, someone is going to end him, then I'll be in charge" he muttered to himself. He stood there for a few minutes, frozen, when a rabbit hopped out of the woods. He watched as the small animal hopped around, before digging a hole. Then, its claws scratched something metal. "What do we have here?" Starscream said under his breath. It looked at the curios materials, tried to dig through it a couple more times, than ran off. Starscream shifted his head slightly, trying to get a look at what the rabbit had dug up. He couldn't see much, but what he could see was a slab of purple metal, and half a Decepticon emblem. Intrigued by the discovery, the tried to break free again.

After a few minutes of struggling, it occurred to him that his mistle might break his arm free, since it didn't actually arm until fifteen seconds after it was fired. He took aim, to the best of his ability, and fired his weapon. Rather than simply blow his arm off, the rocket shattered the crystal, then flew off into the woods and exploded. With one arm free, he dug his claws into the crystal, slowly cutting them off his body.

Celestia's biological clock woke her up just before dawn. Despite the temporary nature of their shelter, she'd slept fairly well. ' _I guess robots make good pillows'_ she thought to herself. She looked up towards Optimus, finding him awake as well, though she didn't know if he even went to sleep. "Good, you're awake" he said. "Yes, thank you for setting up this shelter. I'll be sure to remember this when we get back to Canterlot" she told him. She stood, stretching her limbs and shaking the dew off her face. She walked out of the lean-to, her horn glowing. On the horizon, the sun began to poke out from behind the trees. A few seconds later, it was fully visible, illuminating the forest, and drying the dew.

"Pardon my curiosity, but how do you raise the sun?" he asked. "Well, I...uh…" Celestia's eyes widened. "I guess I've never really given it much thought. After more than a thousand years, I guess it's just become a habit" she told him. "Is there any way the others could track you by that?" he asked again. "No, but it will tell them we're alive, or I am, at least." Optimus frowned, his eyes becoming saddened. "Princes-" "Call me Celestia, I think you've earned it" she told him. "Celestia, I'm sorry for all I've put you and your people throught. This is our war, not yours" he said. "It's not your fault Optimus. It's not like you asked for the war to come here" she assured. "Still, I can't help but feel this is partly my fault. It was because of me that Megatron star-"

"You can't blame yourself for his actions" she interrupted. She walked up to him, placing a hoof on one of his hands. "I know how hard it is to be betrayed by somepony you love. A thousand years ago, Luna tried to overthrow me, and I sent her to the moon. I blamed myself for centuries, to be honest, part of me does now, but I realized that it was her choice, and all I could do when she came back was try to help her" she told him. Optimus smiled, holding her hoof in his hand. "I don't know if that helps, but you really shouldn't blame yourself" she said. "Thank you, Celestia. It's...comforting to know there's someone else who shares my experiences, and Luna gives me hope Megatronus may come back" he told her. "We'd best get moving. It's fall, and the days are getting short" he added, changing into truck form.

Then, after hours of driving, she saw something in front of them. "Optimus stop!" she ordered. Prime slammed on his breaks, which could stop on a dime, despite his size. Unfortunately, Celestia slid forward, the edge of the cab knocking the wind out of her. "Are you alright?" he asked. After a few seconds, Celestia regained her composure. "I'm fine, thank you. There's a swamp up ahead. If you drove into it, we would have sunk to the bottom" she told him. "I see. Would you mind getting off?" he said. She did as he asked, and he changed forms.

Carefully, the two approached the bog. Celestia was light enough that the mud only came to her ankles, though the water went all the way up to her knee. Optimus, on the other hand, sank to his ankle when he began to put weight on his foot. He quickly withdrew his foot, standing back on solid ground. "Can you cross?" Celestia asked. "If I move quickly enough, I should be able to avoid sinking" he answered.

Prime took a few steps back, before running at the bog. Though his foot sank to his ankle each time he took a step, he could pull his foot out with shocking ease, and thanks to the length of his stride, the mud ahead of him wasn't affected by the mud he pushed down. Together, they ran across the swamp, when Optimus suddenly stopped in his tracks. "Stop!" he shouted. Celestia stopped, turning to her companion. "Optimus, what are you doing? You're going to sink?" she said. He was already knee deep in the mud, but his eyes were fixed on something else. "Look up!" he ordered. She did, and saw four hydra heads poking out of the mud.

All four heads roared, one of them darting toward the princess. She jumped out of the way, retreating to the tree line. Another head tried to catch her, but she avoided its jaws, taking to the trees. The head moved up the tree, looking Celestia in the eyes as it prepared to strike again. Thinking quickly, she grabbed the tree with her magic, ripping it out by the roots. She slammed the base of the tree into the hydra's face, then leapt off the top. Another hydra head tried to snare her in it's jaws, but she managed to kick out one of his teeth. Though she was much smaller than the monster, alicorns were much stronger than normal ponies, with the combination of pegasus and Earth pony muscles.

Suddenly, a stream of blue bolts struck the side of two heads. Optimus, sunk to his shoulders and unable to move, had drawn both of his ion cannons, and shot the massive beast. Though his bolts could have take off any of the hydra's heads, his power was running low, and he couldn't waste energy on weapons. All four of the monster's heads scowled at Prime, as it began to trudge over to him. She fired a magic bolt at the face closest to her, turning its attention back to her. "What are you doing?! That thing's going to kill you" she shouted. "I have a plan, just trust me" he told her, losing more bolts.

Celestia did as he said, hiding behind a tree. The hydra took Prime in his mouth, lifting him out of the mud, and shaking him violently. Neither Celestia, nor the hydra could see it, but Optimus was smiling as he was shaken back and forth. "That," he said, pushing the beast's jaw open from the inside. "was a poor choice." He leapt out of its mouth, taking the head with him. Once he reached the swamp, he ran under the hydra, tripping itself over its own legs. Eventually, the body collapsed, the heads unable to figure out what to do. Optimus pulled on the one head he had, using his incredible strength to spin the massive beast in a circle, and hurl it to the other end of the bog. They hydra slammed into trees on the edge of the swamp, sending a flock of birds skyward. Quickly, the hydra snapped out of its daze, and ran away as quickly as its legs could carry it.

Optimus trudged to the swamp's edge, kneeling and panting once he reached solid ground. Celestia ran over to him, partially panicked, and partially astonished. "Are you alright?" she asked. "Yes, I just used a fair amount of energy" he told her, rising. He changed forms, and Celestia mounted him. They drove through the forest, and after a few hours, saw smoke on the other side. "Optimus, do you see that?" she asked. "I do. It seems we've reached a settlement" he said.

As they drove, they passed Zecora's hut. As they passed, Zecora looked out her window. "Either my senses are not keen, or that was the sun princess, riding a strange machine" she said. She grabbed her cloak and left her hut. As Optimus and Celestia neared Ponyville, the forest disappeared entirely, replaced by grassland. They entered the town, passing Sugarcube Corner. As the scent of baked goods met her nose, Celestia's stomach growled in a very loud, un-princess-like way, as she nearly threw up what little remained in her gut. "Are you alright?" Prime asked. "Would you mind stopping? I haven't had anything to eat since last night" she said.

He stopped in front of Sugarcube Corner, changing forms after she dismounted him. They entered the cafe, Optimus waiting outside while Celestia went to get something to eat. The smell of sweats hit her like a wave, as she salivated and nearly threw up again. Pinkie was under the counter, fidgeting with some cupcakes. "Excuse me, could I get a banana muffin?" she asked politely. "Sure thing, just let me-UUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUH!" Pinkie's mane was deflated, and her voice lacked her normal enthusiasm. Then, she suddenly rushed past Celestia in a blur, stopping only when she saw Optimus outside, then dashed off again. Celestia exited the building, a confused look on her face.

Pinkie ran around the side of the building towards Ratchet, who was sitting at the back. "Ratchet! Ratchet!" she shouted. "What is it Pinkie?" he asked. She dashed up his body, resting on his shoulder. "I see dead ponies..." she whispered. "Pinkie Pie, that's ridiculous" he said. "But it's true! Celestia's ghost just asked for some cupcakes! And Optimus' ghost was with her! He was waiting outside, though. I don't think he realizes he's a ghost yet" she told him. "Did...did you say Optimus?" Ratchet asked again. "Yeah. He's probably still outside the ba-Wah!" Ratchet leapt to his feet, running to the front of Sugarcube corner. Behind them in the street, a mob approached. At the head of the pack were Twilight and Zecora, with their jaws to the ground. Ponies clambered on top of each other, gasping when they caught sight of the pair. After a few seconds, Twilight fainted, Spike catching her before she struck the ground. "Optimus? Is that you?" Ratchet yelled. He turned the corner, his jaw dropping. He couldn't believe his eyes, using his scanner to make sure he wasn't crazy. "Ratchet? What's the matter?" Optimus questioned. "Optimus...you...you and Celestia...you're funerals are tomorrow" he told them.


	7. Chapter 7: The Undead

A train thundered towards Canterlot, with one extra car than normal. It was flat, with a cargo net slung over it, and Optimus sitting on top. He'd changed into his vehicle mode, since it was easier to load onto a car. He'd also lowered his seat to the ground and rearranged his interior for Celestia. She'd decided to ride inside him, rather than a train car. She sat on the floor of his cab, with her head slumped in one of her hooves, and using her other hoof to toy with his wheel. "Celestia, are you alright?" he asked. "I...I'm fine, it's just...so much has changed over this last day. You've showed up, one of our largest cities was nearly destroyed, and there was nothing I could do about it. I feel so...helpless" she confessed. "What do you mean? You kept Luna and Twilight safe so they could damage the Nemesis, and you saved my life" he said. "I know, but it's my duty to protect Equestria. I'm the eldest alicorn, I have the power to control the sun, but I was helpless out there against the Decepticons" She sat up, resting her head on his dashboard.

"Ratchet said there was supposed to be a funeral for us tomorrow. I wonder what it would have been like" she mused. "You know, this isn't the first time I was believed dead" he told her. She cocked an eyebrow. "Really?" she asked. "Several times during the war, I was lost behind enemy lines, and had to make my way back, usually by my own wit. Once, Ratchet and I were shot down thirty miles behind the front. If it wasn't for him, I don't think I'd have made it back" he said. "Hah. Sound's like the last thousand years of your life were a lot more exciting than mine. All I've done was sign documents and drink tea" she said with a chuckle. The train turned the corner, revealing a single, tall mountain in the distance Though her vision was obscured by the net that had been placed around them, she could still see that it was Canterlot.

"Finally, we're home. It's beautiful, isn't it?" she said. Prime took a good, long look at the mountain, noting every detail, from the diamond that covered the peak, to the golden city and it's marble obelisks, to the purple slope, to the faint shapes of pegasi flying around the city. "You know, in all honesty, I think I prefer this planet to Cybertron" he confessed. "Really? I thought it'd be too...alien for you" she said. "I'll admit, it is strange, but there's a certain charm about your land. It's unspoiled by war, its inhabitants are full of joy and life, you know how to use nature without destroying it...I can't explain it, but there's a sense of...harmony on this world" he explained. Celestia blushed a little, fluttered by his compliments. "Thank you, Optimus, you have no idea how much that means to me" she said as they pulled into the train station.

Megatron sailed over green treetops, flying towards where he left Starscream. By now, the failed Decepticon should have been running low on energon, though not enough to threaten his life. Megatron flew over the riverside, only to find Starscream wasn't there. He landed along with the escort he'd brought. A pile of crystals lay where his commander once stood, the remnants of his former prison. He growled, clenching his fist, and looking around for his insubordinate lackey. "Starscream!" he howled. Starscream's head poked out of a hole in the ground. "L-Lord Megatron. What a pleasant surprise! I-" Megatron grabbed him by the neck, pulling him out of the burrow, and slamming him into the dirt. "How dare you defy me! I ordered you to stay in that crystal, did I not?" he shouted in his ear. "Please forgive me, Lord Megatron! I assure you, I was only trying to aid our cause" Starscream pleaded. Enraged, Megatron pulled him out of the dirt, throwing a punch at his face. Screamer braced for the impact, but no blow came.

Megatron threw another punch, but that also failed to land. Feeling brave enough to look, Starscream opened his eyes. Megatron threw a third punch, that, like the others, bounced of a transparent shield around his lackey. Were it not for the fact the shield reflected the sunlight, it would have been impossible to see, and even then, Megatron only caught a glimpse of it. "Explain yourself, Starscream. What is this?" he ordered. "That's what I've been trying to tell you! Just after you left, I found the wreckage of a Decepticon warship, with piles of energon in its cargo hold! There was something strange about it, so I decided to test it on myself" he lied. Megatron dropped Starscream, much to his relief. In truth, energon depletion was giving him a headache. Megatron turned his back to him, crossing his hands behind his body. "You've peaked my interest, now show me the hold" he commanded. Starscream righted himself, nodding as he slouched to show his reverence. "Right this way, my liege."

He lead Megatron and the Vehicons who'd accompanied him into the bowels of the ship, down its dark halls, though they could see just fine, and into the hold. The interior of the ship was purple, with a few computer screens and old, nonfunctional lights dotting the hallway. There were also the corpses of long dead Cybertronians, some Decepticon, and some Autobot. They neared the door to the hold, which had been propped open by a dead Cybertronian. Starscream gingerly slid through the crack, careful not to touch the body underneath him. Megatron pulled the doors off the wall, kicking the corpse out of his way, and throwing the doors into the darkness. In front of him was a relatively empty hold, with only twenty energon cubes in it; the ship could hold three hundred at most. "This is what you drug me here for?" he bellowed. "T-this is only part of the cargo! The data logs say it broke in half before it impacted the planet! I'm sure we can find the other half" stuttered Starscream.

Megatron waked up to the pile of cubes, stroking his chin as he held one in his hand. Normally, energon cubes were blue, but these were a very light purple, nearly grey color. Not only that, but they felt more powerful. Just holding one caused Megatrons hand to tingle. "Have Soundwave analyze the cubes as quickly as possible" he barked, calmly leaving the hold.

Princess Luna galloped onto the trainyard, along with four bat pony guards. She didn't really need them, since she was more powerful than all of them combine, but it was simply tradition. In front of her two train-ponies pulled the netting off Optimus. One was a gunmetal-grey mare, with a lighter grey mane, and a cargo box as her cutie mark. She wore overalls, and a blue and white striped hat. Her partner, a black and white stallion, wore the same attire, though his cutie mark was a cargo net. Once the net was tossed aside, Prime's side door opened, and Celestia stepped out.

Breaking any kind of formality, Luna ran up to embrace her sister, tears streaming down her face. Celestia enveloped Luna in a hug, wrapping her wings around her little sister, as her eyes also grew damp. Behind them, Optimus changed forms, smiling warmly at their show of affection. "When word reached me from Ponyville you were alive, I didn't believe it to be true, but-sniff-I can't even begin to describe how glad I am I was wrong" Luna said. Celestia stroked her mane, kissing the top of her head. "I missed you too, little sister" she told her. Luna grabbed something one of the bat-guards was carrying with her magic. The object was long, curved, and wrapped in cloth. "What is that?" Celestia asked. "Something you lost at Cloudsdale" Luna explained. Celestia took the mystery thing from her, unwrapping it, revealing it to be her scimitar. "My sword? Where did you find it?" she asked again. "It was on the ground below Cloudsdale. It...was all of you we could find...we thought you were dead" Luna said as a fresh batch of tears collected behind her eyes. Celestia pulled her sister tighter, draping her head over her shoulder. "I'll never leave you again, Luna, I promise" she said, nuzzling her back. Luna nuzzled her sister's chest, allowing herself to be consumed by the larger pony's warmth.

Suddenly, Celestia jerked her head up, looking around in confusion. "What's the matter, sister?" Luna asked. "Where's Optimus?" she said. Indeed, Optimus had disappeared, vanished without a trace. The two sisters broke apart from each other, dashing out of the train depot. Prime wasn't hard to find, since twenty foot robots tend to draw a crowd. They turned a corner, and sure enough, there he was, surrounded by a horde of curious Canterlot citizens. "Optimus! Wait!" Luna shouted. Optimus turned, furrowing his brow. "Is something wrong?" he asked. "No, I just wanted to thank you for returning my sister to me. I...I don't know how to express my gratitude" Luna told him. "Hm. If anything, I should be thanking her for saving my poor excuse for a chassy. If she wasn't with me, I doubt I'd be standing here, or anywhere for that matter" he said. Celestia blushed, covering her face with her hoof. "Don't be so modest, you saved my life just as many times as I did your's" she said. "You must tell me of your adventures" Luna told them. "Maybe later. Right now, I think I'd like to get out of this armor and take a bath" Celestia said.

Moondancer walked through the halls of Canterlot, escorted by two white guards. Her head hung low, as she nervously scanned the walls. She'd been sitting at her house, getting ready to go to lunch with Lyra, when the guards came knocking. Two more guards opened a pair of large, heavy doors, revealing a dark room. Moondancer gulped, reluctantly entering. "Moondancer." She jumped at the mention of her name, nearly fainting from fright. "Y-yes" she said in a meek voice. "You shouldn't be afraid, my little pony" the mystery voice told her. Suddenly, the room was illuminated by bright, white light.

The room was entirely white, save for the gold bits on its pillars. Celestia and Luna stood on either side of a massive white table, along with several ponies in lab coats. Like always, Celestia had a warm smile on her face, though Luna's expression was more neutral. On the table was a massive mass of mangled, dark, dark purple metal. Moondancer wasn't sure what the mystery object was, but it made her feel uneasy. The table was so large, that it actually had a hydraulic lift, and it's on ledge to work on. "Good afternoon, Moondancer. You'll have to forgive my guard's...lack of tact. Sometimes, they get a bit too focused on a task" Celestia told her. "Y-you know my name?" she asked. "Of course I do. You were one of my student Twilight's best friends when she lived here with me" she told her. "I-if I may be so bold, why am I here?" she asked again.

Celestia's smile faded. "You've, no doubt, heard of our alien visitors by now." She turned away from Moondancer, her tone changed from one of comfort, to one of business. "The Autobots have sworn to protect us, but the Decepticons outnumber them ten to one." She turned back towards her subject, motioning to the Decepticon on the table. "This is one of those Decepticons. Moondancer, I want you to examine his weapons, so we may join the battle and drive the Decepticons off our planet" she said, her voice booming.

Moondancer jaw dropped. "Why me?" she asked. "You are extremely knowledgeable, probably as knowledgeable as Twilight. You are also one of the leading researchers in machinery and steam power, though they seem to have far surpassed anything we posses" Celestia explained. She and her sister began to leave, passing Moondancer on their way out. "You'll have access to the lab , it's tools, and the specimen for as long as you like. I don't want to pressure you, but we are under attack" Luna added. Moondancer gulped. One of the other lab-ponies handed her a white jacket and some safety glasses, smiling warmly. She slid on the glasses and coat, stepping on the lift, and looking over the fallen soldier. "I want a complete chemical analysis on the armor, and the weapons removed A.S.A.P!"

Outside, Luna and Celestia chatted as they walked. "Are you sure this is a good idea, sister?" Luna asked. "We don't have a choice. We must protect our subjects" she told her. "Still, this seems dangerous. Why don't we ask the Autobots? I'm sure they'd be happy to give us weapons" the younger sister suggested. "No, they won't. Optimus may be my friend, but there is no way in Tartarus he'd give us weapons. He'd be afraid we'd destroy our world with them, just like he did" Celestia said. "What if he's right?" Luna questioned, her tone confrontational. "I've already decided. We're making as many of these weapons as we need to defeat the Decepticons, then I'm going to personally destroy them" she explained. "Alright sister, I hope you know what you're doin" Luna said as she left for her room. Celestia looked down at the floor, sighing. "So do I…"


	8. Chapter 8: An Autumn Evening

Soundwave examined a shard of the new energon found at the crash sight. Using his tentacles, he broke it in half, an ark of energy darting from one side to the other. He scanned the material as a model of its chemical composition appeared on his face plate. He crushed one of the two shards, turning it into liquid. The energon seemed almost alive, slithering into small gaps in his armor, forcing its way into him, and assimilating with his own supply of regular energon. The door behind him opened as Megatron entered the lab, followed by two Vehicon guards. "Soundwave, status report" he barked. Soundwave outstretched his arm, focusing on a saw on the other side of the lab. The saw glowed light purple, along with his hand, as the device levitated off the table, and floated to his hand. He wrapped his fingers around the tool's handle, the magi arua disappearing entirely. Megatron chuckled, grinning so his sharp teeth shone in the light.

"Excellent. Then we are prepared to begin our endgame?" he asked. Soundwave flicked on one of the screens, revealing a large, purple blob in the canyons to the south. "Good. I will dispatch Starscream at once. Prepare an excavation team, and wait for my return. Once the field test has concluded, we'll retrieve the rest of the energon, understood?" Soundwave nodded his head, placing the rest of the magic energon on the table. Megatron dismissed his guards, then walked towards the flight deck. Once they were out of Megatron's eyesight, one guard tapped the other on the shoulder.

"Hey Crankshaft, what's silver, red, and dented?" the one guard asked.

"What do you-" A giant, red, spring loaded boxing glove smashed into Crankshaft's face, slamming him into the wall, and knocking him out.

"Your face!" the first Vehicon said. His body glowed white, the metal and circuits giving way to mismatched flesh. He turned his face towards me, giving me a disgruntled look.

"Really? You forgot about me?" he said.

"Sorry, I just wanted to make the story better after my laptop broke, and I kind of forgot about you. Sorry" I told him.

"Hmp. I'm half tempted to not even do what you want" he said, pouting.

"Aw, come on! Please" I pleaded. Nothing. "Come on! Please. Look, if people ever want a Heart of Steel 2, I'll give you a bigger role, okay?" I offered, though I wasn't sure if there there'd be a sequel

"Fine, I'm going" he said, disappearing.

Celestia slumped down on her throne, sighing loudly. It had been a long, long day at day court. There was no way to stop the flow of ponies begging her to tell them about her trip through the forest. "Celestia, are you alright?" asked a voice. She sat up, turning to see Prime behind her.

"Yes, it's just been a long day" she told him. Optimus lifted his hand to his chin, cracking a very slight smile.

"Perhaps I could help you unwind?" he said.

"What did you have in mind?" she asked.

"You'll see. Come on" he said.

He took her to the edge of Canterlot, mere inches from the edge of the mountain, the encroaching night chilling them. Celestia was right next to him, staring off into the distance, as her sun's warmth battled the chill of fall. "Climb on my back" he told her. She did as he said, holding onto him the same way she did in Cloudsdale.

"Are you sure this is a good idea? Last time we did this, we wound up lost in the woods" she said. Optimus chuckled, sliding on his face mask, then jumping off Canterlot.

Celestia tried to scream as they fell, but the sound got stuck in her throat. The wind rushed through her mane and tears flew out of her eyes, as adrenaline pumped into her blood. Instinctively, she spread her wings, though they did little to slow their descent. Optimus turned mid air, latching onto the side of Canterlot's mountain. His hands and feet caved paths into the mountain, sending dirt and rock falling. Eventually, he skidded to a halt, stepping down onto a grassy forest. Celestia slowly climbed off his back, her legs wobbly from the experience. "Mind warning me next time you do that?" she asked.

"I thought you ponies enjoyed thrill from time to time" he said with a subtle wink. She smiled, folding in her wings, and standing up strait.

Around them, the trees had turned beautiful autumn colors. The light of the setting sun shined through the leaves, illuminating the forest in a brilliant orange-yellow. Celestia took in the beauty around her, slowly walking through the forest as she let the sights and sensations of fall envelope her. "Oh, Optimus, this is beautiful. Thank you, thank you so much" she said. He stood next to her, stroking her back as he also enjoyed the beauty of nature.

"Think nothing of it. I simply noticed the trees color, and thought we could enjoy the planet's beauty together" he said. Celestia's grin widened, as a thought entered her mind.

"Hey Optimus, want to have some fun?" she said mischievously.

"What did you have in mind?" he asked. She spread her massive wings, flapping them, and causing leaves to fall off the trees. She kept flapping, forcing them into a large pile. Optimus followed her leaves, lightly punching the trees to loosen their leaves. After a few minutes, they pulled together a pile of orange and yellow leaves nearly as tall as Optimus.

"Now what?" Prime asked. Celestia smiled. Stepping back, she took a running start, and jumped into the pile. Optimus raised an eyebrow as he watched her play in the leaves, turning on her back and rubbing them. She grinned at him, laughing as she used her wing to send some leaves his way.

"What are you waiting for? Come on in" she said. Optimus shrugged, joining her in the leaf pile. At first, he didn't see the appeal, but then Celestia threw more leaves his way. He felt a strange sensation over take him, then threw more leaves back her way. He smiled and laughed as they continued their firefight. After a few minutes, the battle ended in a draw. They both both laid down in the heap, shuffling some of the leaves as they looked up at the firey sky.

"That was...interesting. I can't say I've ever done anything like it before" he said. Celestia looked up at him curiously.

"Why not?" she asked.

"Life on Cybertron was very...regimented. We had leisurely activities, but what you could do, and when was determined by your caste, which, in turn was determined by the council. I was of the middle cast, so I was allowed to visit gladiatorial arenas, though I found them horrid places. There wasn't much to do aside from that, so I poured myself into studying the Hall of Records" he explained.

"You sounded a lot like my student, Twilight" she said.

"Perhaps I was. Regardless, Cybertron was a very hard planet. Even though it had life, everything was metal" he told her, reaching out and touching her mane. "Nothing was soft, or gentle." Suddenly, he turned towards her, stroking her mane. Celestia blushed, unable to look him in the eyes.

"Regardless, I'm sure you'll be happy to return there" she said. Prime's hand froze. His eyes widened in fear, and he clenched his teeth. "Optimus? Optimus, what's wrong?" she asked.

"Celestia...I have something to confess to you…" he told her.

"What is it?" she asked again.

"Before, I mentioned the relics that could have saved our planet?" She nodded in confirmation. "They were called the Omega Keys, and I...I destroyed them" he confessed.

"Wh-what!? Why would you do that?" Celestia asked, shocked.

"When the Omega Keys surfaced on Earth, I looked into the Matrix for answers. There, I learned that they could not only be used to revive Cybertron, but turn other worlds into a Cybertronian like state; cold, hard, and metal" he explained. "There was no way we could have defended the Keys from Megatron, even if we recovered them. If he revived Cybertron, Earth, and many other planets would have fallen...he may have one day reached to Equestria. I couldn't bear the thought of that happening, and I destroyed the one hope our home had." Celestia blinked in shock.

"I...I don't know what to say." She touched his face with her hoof, cradling his chin. "Choosing another race over your own...I can't even imagine the courage that must have taken" she told him.

Optimus leg go of her mane, staring up at the evening sky. "Courage had nothing to do with it. If I was truly brave, I would have found a way to save our planet without letting Megatron take it. What I did was out of fear and desperation. I don't even have the courage to tell my own men." The sun had almost set, and the stars were quickly becoming visible. "Do you see that star? The small one in the distance?" he asked, pointing to the light in question.

"Is that Cybertron?" Optimus nodded, laying both his hands across his chest. As they laid there in silence, Celestia lowered the sun, revealing the night sky in all its glory. "Optimus, I know this is hard. After I banished Luna, I had to ask myself if there was something I should have done differently. I thought of a lot of things, like how I could have given her the eclipse before her banishment, or made a festive in her honor. For the longest time, I tortured myself with these "What ifs," but in the end I realized here was nothing I could do" she told him. He chuckled holding one of her hooves.

"You know, it pains me to say this, but part of me is glad I destroyed the Omega Keys" he told her.

"Why is that?" she questioned.

"Because if I hadn't, we would have never arrived on this beautiful, beautiful planet, and I would have never met you" Celestia blushed again, this time the tips of her ears turning pink.

"We should probably head back. Somepony might get worried I've been kidnapped by evil plants again" she said. Prime couldn't help but laugh.

"'Evil Plants?' You'll have to tell me that story one day" he said.

"Maybe tomorrow. Right now-yawn-I'm tired" she told him.

"Would you like to ride back?" he asked, standing up.

"No, I think I'll handle the transportation this time" she said.

Her horn began to glow, and they were both instantly transported back to Canterlot. Optimus doubled over, crouching as he lost his footing. "I don't know that I'll ever get used to that sensation" he said.

"If you teleport enough, you'll get used to it" she assured him. They went their separate ways, Optimus wandering the city, and Celestia returning to the palace. She chose to take a back way in through the gardens. Using her massive wings, she vaulted the hedges, giggling as she sneaked into the palace.

"Good-evening, sister."

Celestia jumped wings and horn flaring as a mysterious voice cut through the night. "Relax, sister, it is only me" Luna told her.

"Whew, Luna, you scared me" Celestia said, relaxing her wings. Luna circled her sister, grinning smugly, much to Celestia's confusion. "Is something wrong, sister?" she asked.

"You care for him, don't you?" Luna questioned.

"Who?" Celestia asked again.

"You should know who, you just spent a pleasant evening with him, after all" Luna said.

Celestia sighed, lowering her head. "Am I really that obvious?" she asked. "To most ponies, no, but to those who see how you look at him...I'd be surprised if they missed it" Luna told her, patting her sister on the back. "Why are you so sad? This is a happy day! My sister has found a love!" she shouted.

Despite Luna's efforts, Celestia still seemed sad, even on the verge of tears. "Luna, I'm afraid..." she confessed.

Luna sighed, shaking her head. "Sister, I know your last romance...didn't end well, and I know it may be frightening that he is a alien, but you need to tell him, and soon."

Celestia raised an eyebrow at her little sister. "What do you mean Luna?"

"Like it or not, Optimus lives by the sword. He is a warrior, he fights battles, and he may die. If you do not tell him tonight, there may be no guarantee you will ever get to tell him" Luna explained.

"I know, but...what about our little project?" Celestia asked.

"If he loves you the same way you love him, he'll forgive you." She lifted Celestia's chin with her hoof, smiling warmly at her sister. "And judging by what I've seen, he will forgive you."

Celestia whipped her almost-tears from her eyes, grinning slightly, though she was still in pain. "You're right Luna, I'm going to tell him right now" she told her, dashing off.

Just as she left, a letter appeared in front of Luna with the royal seal on it. She opened the letter, skimming through the contents. As she read, her eyes widened. She dropped the letter, allowing it to hit the ground, then trampling it as she ran to the armory.


	9. Chapter 9: Confessions

Optimus wandered the outskirts of the palace, taking looking around the city. Canterlot was an entirely different place at night. The streets were eerily empty, with only the occasional pony wandering them. The pegasi had gone to sleep, replaced by the bat-ponies, a subspecies of the pegasi. The few lights that remained on in houses and businesses became like tiny lighthouses, beacons in the night for any weary traveler. Now, in the stillness of the night, even the slightest hoofstep, overlooked in the chaotic day, now bellowed across the city. As evident by the approaching hoofsteps behind Prime.

"Optimus, wait!" Celestia called out, her voice cutting through the night. Prime turned as she skidded to a halt in front of him. "Optimus, there's something very important I have to tell you" she said.

Prime looked at her curiously. "Shouldn't you be in bed?" he asked.

"Maybe, but it doesn't matter right now. I...I wanted-no, I need to tell you that...I love you" she confessed, closing her eyes and scrunching her lips as the words left her mouth.

Optimus stood, shocked, unsure what to say. After what felt like an eternity of silence to both of them, he finally spoke. He bent down, stroking her neck with one of his hands. "Celestia," he relaxed, becoming brave enough to open her eyes, though she wished she hadn't. Prime didn't look as overjoyed as she'd hoped, in fact, he almost looked saddened. "I won't deny that I have special feelings for you, nor will I deny that I enjoy your company. To be the object of your affection is a great honor, but...I'm not sure if I can love you the same way you love me."

"Why not?" she asked

"Cybertronians do not reproduce the same way your race does. We do not need couples of males and females to continue, and as such, romance between Cybertronians is rare, though not entirely unheard of. If we were to become lovers, I'm not sure I could properly return your affection" he explained.

She smiled warmly, lifting his chin up with her hoof. "I know Optimus, but I don't care. I love you, and that's all that matters. To be honest, it doesn't matter if you know all the "proper courting rituals." You have your own way of showing you care about me, and I'll admit, I'm quite fond of it" she said, kissing him on his metal "cheek."

Optimus smiled as he felt a warming sensation in his chest, not all unlike the sensation when she'd healed him with her magic when he first arrived. "Was that some kind of magic?" he asked. "What? A kiss? No silly, that isn't magic" she said with a giggle.

Suddenly, Prime's head jerked up, his smile fading. He stared off into the distance, his pupils narrowing. "What is it?" Celestia asked.

"Luna's coming, and she's wearing battle armor" he told her. The two ran to meet Luna halfway, both of them surprised to find her exhausted.

"Sister, urgent-pant-message from Ponyville! Twilight is under attack! Decepticons" she said, gasping between every other words. Celestia's eyes widened in shock.

"We must move quickly. Luna, teleport us to Ponyville. Celestia, arm yourself, then meet us there, understood?" She nodded, running off to the armory. Out of the corner of her eyes, she could see the blue flash of Luna's teleportation.

Celestia armed herself, then went down to the lab beneath the castle. She burst through the doors, startling Moondancer. "Moondancer. Update. Now." She gave the princess an estranged look, fixing her glasses. "Moondancer, Twilight's in trouble! Whatever you've got, we need it now!" she told her.

"Well, I've got something…b-but it's not tested, and-" She was cut off as Celestia teleported the entire room to Ponyville


	10. Chapter 10: Sacrifice

Twilight was thrown to the ground, skidding in the dirt. As with everything else, she instantly went through a checklist. Brain in body: check. Limbs attatched: check. Guts still there: check. No bones broke: not check! Definitely not check! She tried to get up, wincing as pain shot through her wing, but nearly all of her strength had been drained. "Ack! That's got to be dislocated" she grunted to herself. Suddenly, a giant high heel came down on her, pinning her to the ground. She scowled at the heels owner as a long, sharp piece of metal ran across her throat. "Pitiful, simply pitiful. Is this really what your leadership is made of?" Starscream taunted. Twilight spat on his foot, wriggling under it. "Bah! How dare you spit on me? I'll rip out you-gah!"

Spike leapt on top of the Decepticon's head, using his claws to cover his eyes. "Get off my head!" he shouted, grabbing the dragon and throwing him off his head. "Spike! Get out of here!" Twilight ordered. Spike stood, clutching his arm, as a few minor cuts oozed plasma and blood. "No, I won't leave you..." he said. Starscream smiled aiming one of his rockets at Spike. "Spike! Go! Now!" Twilight shouted. She pushed against Starscream's foot, nearly lifting it off herself, only to have him push down harder. Suddenly, a giant blue bolt struck Starscream in the chest.

Spike and Twilight looked in awe as Starscream was thrown backwards, tiny pieces of his armor flying through the air. Behind Spike, Moondancer stood on a metal platform, with two guards pulling it on either side. The thing had sloping armor, with treads and a large cannon. "Twilight, are you alright?" Moondancer asked, leaping from the makeshift tank's turret. Twilight ran up to her friend, hugging her. Suddenly, they were both jerked back by one of the guards. The ground erupted behind them, sending pebbles and bits of dirt raining. "That," Starscream said, lifting himself out of the dirt. "was the worst decision you've made today."

"Moondancer, how many times can you fire that cannon" Twilight asked. "I don't know. I never had a chance to test it" she told her. "Well now's a good time to find out" she said, leaping into the tank. Despite having a million levers, switches, and buttons, Twilight managed to find the weapon's trigger: a big, red button with the word "FIRE" written on it. The cannon loosed another red bolt, the force shaking the tank, but the bolt bounced off a shield around Starscream. She fired the cannon a second time, and it bounced off the shield again. "Fools! You cannot defeat the mighty Starscream!" he taunted. "What now Twilight?" Moondancer asked. "Run!" she shouted. The guards whirled the tank around, galloping as fast as they could away from the Decepticon. Twilight grabbed Moondancer and Spike, pulling them into the chariot as the missile exploded behind them.

Starscream chased them, leaping into the air to Transform, but Twilight spun the turret around, firing it directly at his eyes. Blinded, he fell flat on his face. "When I catch you, I'm going to-bah!" As he lay on the ground, Optimus ran over him, grinding his face into the changed forms, turning to face Starscream. "Twilight, get out of here! Now!" he barked. Twilight didn't need to be told twice, hurrying the guards along as they ran.. "What the-ah...Optimus? What a pleasant surprise? I'd hoped you'd show your face" he said confidently. "Starscream, leave, this will only end badly for you" Optimus warned, drawing his cannon. "I think not, for you see-" Prime quickly aimed and fired his gun, striking Starscream in the face. He expected him to fall over dead, but much to his surprise, he didn't. "As I was saying, you cannot kill me, for powerful new energon found on this world flows through me, protecting me from harm" he said. "In that case, why don't we put it to the dest" Prime suggested, drawing his sword and dawning his battle mask. Starscream grinned widely. "I think that would be a fabulous idea."

He dashed toward Optimus, claws bared, swinging in every direction. Optimus deflected the blows with his sword, though the shock of Starscream's attack forced him back. Sparks flew as he parried the Decepticons claws, all the while keeping his eyes locked on his grinning face. He threw a punch at his abdomen, but the shield blocked the blow. Suddenly, starscream slashed upward, scraping the front of Prime's armor. Optimus leapt back, drawing both his guns and firing rapidly, hoping he'd find a chink in Starscream's shield. Each bolt bounced off the magical barrier, much to Starscream's delight. "Give it up Prime! While this new energon flows through me, I am invincible!" he shouted. Regardless, Optimus continued to shoot him, praying a weak spot would open. Starscream ran towards him, claws first. Seeing an opportunity, Prime withdrew his guns, taking a fighting stance. "The end is near, Optimus! Soon, you'll be little more than a pile of spare parts" Starscream taunted. Just before the Decepticon was upon him, Prime changed forms, spinning and knocking him off his feet. Starscream fell head over heels, landing flat on his back. Optimus change back into robot form, delivering what would have been a shattering punch to his chest, if the shield hadn't have blocked it.

Starscream grabbed his hand, jerking him to the ground and standing next to him. He drew back his claw, ready to deliver the killing blow. Then, a blinding light appeared behind him. He screamed as the metal on his back melted, and one of his wings flew off. He released Prime, collapsing in pain. Optimus righted himself, ready for a fight, only to realize that Starscream was in no condition for combat. He'd curled into a sniveling heap, coughing up energon as molten metal ran down his back.

He turned the other direction, seeing Celestia panting as smoke drifted from the end of her horn. "Are you alright?" she asked. "Yes, I'm fine" he said, his wide eyes locked on Starscream. "I had no idea you were that powerful…" he said under his breath. Celestia's head drooped a little. Starscream began to regain his composure, looking up at the pony who'd hurt him so much. "You-cough-cough-hurt me? How did you-cough-get past my shield?" He asked frantically. "I'm not going to bother answering that. Now, where are the other Decepticons?" she questioned him, drawing closer. Starscream shrieked, scooting backwards. "There are no more Decepticons! I'm the only one here! Please, have mercy on me!" he pleaded. Celestia closed her eyes, her horn glowing as a gold aura enveloped Starscream. "No! Please! I want to live! I'm begging you, don-" He disappeared in a flash, leaving only a scorch mark where he once lay. "What did you do to him?" Prime asked. "Oh nothing, I just sent him someplace where he'll be less...troublesome."

A flash of light blinded Starscream. He felt his body become weightless, unsure of whether or not he'd just died. Then, he fell into deep, thick mud. "What in the name of Primus?" he said. He made the fatal mistake of struggling to get out of the mud, learning quickly he couldn't escape that way. Then, he heard a loud, shriek behind him. Cautiously, he turned around, screaming he saw a giant hydra.

"Celestia, where did it come from?" Prime asked her. Celestia tensed up. "I was afraid you'd have noticed that" she said. "You dissected one of those Vehicons, didn't you?" he questioned. All she could do was nod her head. "I'm sorry Optimus. I was afraid, and I felt helpless. I know I should have told you, but I-" Prime hushed her mid-sentence, smiling slightly. "I know why you chose to examine our weapons, and why you hid it from me. To be frank, I don't care. You are much older than any human leaders I met, and much wiser. I respect you, and believe you have the wisdom to sue our technology properly" he told her. "Now, we need to find the others."

Optimus and Celestia rejoined the other Autobots, who were liking their wounds. Ratchet was treating Bumblebee, who had a claw march across his chest, while Bulkhead, who had a similar mark on his arm, sat next to him. Their respective pony companions were also present, along with Moondancer, Luna, and the guards. "Optimus, you're here. Starscream's attacking! He's got some weird shield that keeps him safe" Smokescreen told him. "I know, Celestia's dealt with him. Damage report" Prime said. "Only a few armor shallow wounds. Starscream didn't use his alt mode, or his guns either" Ratchet explained. "Were any ponies hurt?" he asked again. "No. Ratch' saw him on the Jackhammer's scanners before he got here, so we got everyone away" Wheeljack said. "What now Prime? We've got to find out what this stuff is. If Starscream could make us fall back, imagine what Megatron's whole army could do if they were powered up like this" Arcee pointed out. Optimus raised his hand to his chin, crossing his other arm as he thought. "I'm not sure. We may have to wait for the next Decepticon encounter" he told them. "That may very well be sooner than you think."

All of the Autobots drew their weapons, whipping around to see Megatron standing behind them, along with an entourage of troopers. "Megatron…" Optimus whispered under his breath. "Put down your weapons, I'm not here to fight. I merely want to give you some helpful information. It seems only fitting, since this will be the last time we have an encounter" Megatron taunted. "Cut to the chase! What do you want?" Wheeljack shouted. "It's about the Omega Keys…" Optimus' eyes widened as he realized what he meant. He drew his sword, dashing towards Megatron. They locked blades a few times, Megatron blocking each of Prime's blows with relative ease. "Haven't you wondered why we didn't just leave this world? Why we chose to stay? We have the Omega Keys? Why shouldn't we leave?" he questioned, surprisingly calm for someone under attack. Unlike his normal, precise form, he was sporadic and rushed, trying to keep Megatron silent. Megatron parried Prime's attack, punching him in the abdomen, and knocking the wind out of him. He hunched over, unable to stop the Decepticon. "Because the Omega Keys are no more. Because Optimus Prime destroyed them" he told them. "He's lying" Ratchet said defensively. Smokescreen and Celestia cringed. "Why don't you ask him yourselfs?" he turned to Optimus. "You wouldn't lie you your own soldiers, would you?" Optimus scowled at him, growling. He stood, walking past his brother. "This isn't over" he whispered to him. Megatron smiled.

The Decepticons changed forms, flying off towards the energon. "Optimus, he was lying?" Arcee asked. "Of course he was! Isn't that right Optimus?" Ratchet interjected. Prime remained silent. "Optimus?" the doctor asked. "Autobots, Megatron tells the truth" he finally confessed. Each of them gasped, except Smokescreen. "You...you can't be serious. Optimus, you can't be serious" Ratchet said. " Even if we'd gotten the Keys back, Megatron would have overrun Cybertron, and then Earth, and countless other worlds. I am truly sorry I didn't tell you sooner.. I feared that the shock of losing the Keys, combine with the arrival to a new planet would be to much to bear, but now I see I was wrong" he told them. Without warning, Ratchet charged forward, punching Optimus in the face. Sparks flew off his hand as Optimus stumbled backwards. He struck him again, this time with his other hand, causing energon to leak from his mouth. Prime fell onto his back, dazed from Ratchets blows. He went for a third strike, but Celestia held him back with his magic. "How could you?! You doomed all of Cybertron! You betray our entire species!" he shouted, struggling against Celestia's grip. "Stop it! I understand why you're angry, but that's no excuse to hit Optimus" she said. "Let me go! He disserves this!" he yelled. Despite his struggling, he wasn't strong enough to break free from Celestia's grip, no matter how much he thrashed. Then, he felt something latch onto his leg.

He looked down, still scowling, only to have his face soften as he saw the big, blue eyes looking up at him. "Ratchet, please don't hurt Optimus. You guys are friends, and friends don't fight each other." She paused, sniffling as a pair of tears ran down her face. "Please don't be a big bad meanie pants, you're my favorite Autobot." She hugged his leg, closing her eyes as more tears darkened her coat. Suddenly, Ratchet realized just what he'd done. Optimus slowly rose to his feet, wiping the spilled energon from his chin. "Optimus...I...I'm sorry. I don't know what came over me" he said, tilting his head downward. Celestia released his arm letting it fall to his side. "It's alright, old friend. I probably deserved that" Prime told him with a slight smile. Ratchet looked down at Pinkie, who was smiling back at him. Optimus walked past him, giving him a quick pat on the shoulder, before turning to the rest of the Autobots.

"Autobots, I don't expect you to follow me after today. In truth, I think you'll abandon me. I've betrayed your trust, and that was wrong of me. But, for the sake of Equestria, I hope you'll fight alongside me one last time" he said. The Autobots exchanged looks of confusion, unsure what to do, but the ponies under them stood proud next to Optimus. "We're ready to do whatever it takes" Twilight proudly told him. "Yeah! Let us at 'em" Rainbow added. Prime looked at them, puzzled. "Why would you follow me?" he asked them. "Because they trust you," Celestia joined them, smiling as she stood beside Prime, along with her sister. "as do I." "Are you sure this is wise sister? He was willing to lie to his friends, think about what he may be willing to say to us. I know you love him but-" Luna whispered in her ear. "He forgave me for lying to him. It's only right I forgive him" she whispered back. After a quick whisper among each other, the rest of the Autobots quickly joined him, including Ratchet. Optimus grinned, chuckling to himself. "Are you sure you're willing to trust me?" he asked.

"We're good for this battle" Bulkhead told him. "But after, we're not so sure. We'll protect Equestria, but following you...that might take some time" Arcee added. "I understand. In all honesty, I probably deserve much worse. Now, we need to find out where Megatron's heading" he said. "I know where that is!" Discord told them, popping into the scene next to Prime. "What the-" Optimus and Ratchet jumped, startled by the draconequus' sudden appearance. "Heh, scared you, didn't I?" he said, giggling. "What do you want Discord?" Applejack asked. "Tsk, tsk Applejack, did nopony teach you manners" he asked overdramatically. "Anyway, I've been spying on the Decepticons for a while now, and I know what they're after. It's a stash of energon that crashed her on one of their old warships. Turns out, it absorbed magic, and now it gives Cybertronians the same powers as a unicorn" he explained. "So that's why we couldn't dent 'Screamer" Smokescreen said. "Ding Ding Ding! Give the bot a prize" Discord shouted, as a tiny red sportscar appeared behind him. "Where is this magic energon?" Prime inquired. "I don't know. You'll have to find it yourselves" Discord said with a shrug. "That's going to be dificult. We'll have to triangulate their coordinates, then run a topographical map that shows us where the cache is, but even then, there's no guarantee we'll get there before the Decepticons. Odds are we'll have to blow the energon" Ratchet explained. "Wait, are you guys talking about the super-dooper-secret energon that gives you guys magic power? Psh. I've known where that is for years now" Pinkie confessed.

Silence. "I beg your pardon?" Optimus said, his mind blown. "Yeah, I even know a super secret tunnel to get there." More silence. "How do you-" Twilight hushed Optimus. "It's just Pinkie Pie, don't question it" she told him. "Very well then, Pinkie, show us this tunnel" he said. She nodded, rolling the dirt back to reveal a tunnel large enough for the Autobots to pass through. "Alright...Autobots, transform and roll out." "Moondancer, return to Canterlot, tell them where we're going" Celestia told her, Moondancer answering with a nod. The Cybertronians changed forms, before letting their respective ponies mount them. Celestia looked back at Discord, who was floating on air, picking something out of his teeth. "Aren't you coming?" she asked. "Me? No. With you gone, somepony has to protect Equestria, and who better than me." Celestia opened her mouth to yell at him, but then pondered what he said. "Very well, you make a good point, but if you turn everything into chaos it's another thousand years in stone" she threatened. "Aye, aye, mon capitan" Discord said, donning a white sailor outfit. Then, they descended into the cavern's depths, driving full speed. "Remember, we are the only hope Equestria has" Prime reminded them. "if we fall, this planet won't be far behind."


End file.
